<PAGE> 1
Registration No. 33-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
CITIZENS BANKING CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2378932
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE CITIZENS BANKING CENTER, FLINT, MICHIGAN 48502
(810) 766-7500
(Address, including zip code, and telephone number, including
area code, of registrant's Principal Executive Office)
CITIZENS BANKING CORPORATION
STOCK OPTION PLAN FOR DIRECTORS
(Full title of the Plan)
CHARLES R. WEEKS, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ONE CITIZENS BANKING CENTER, FLINT, MICHIGAN 48502
(810) 766-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
JOHN W. ENNEST THOMAS W. GALLAGHER
Vice Chairman Senior Vice President, Secretary
Citizens Banking Corporation and General Counsel
One Citizens Banking Center Citizens Banking Corporation
Flint, Michigan 48502 One Citizens Banking Center
(810) 766-7500 Flint, Michigan 48502
(810) 766-7500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 shares** $29.82 $5,964,000 $2,056.39
- ---------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low sale prices on the Nasdaq Stock
Market on July 17, 1995, in accordance with Rule 457(h).
** The number of shares may be adjusted to prevent dilution from stock
splits, stock dividends and similar transactions. This Registration
Statement shall cover any such additional shares in accordance with
Rule 416(a).
================================================================================
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Citizens Banking Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission)
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(c) The Company's Current Report on Form 8-K filed
March 15, 1995 and amended April 28, 1995; and
(d) The description of the Company's Common Stock contained
in the Prospectus forming a part of the Company's
Registration Statement on Form S-14 (No. 2-70925)
(incorporated by reference in to the Company's
Registration Statement on Form 8-A dated June 30, 1982,
filed under the Securities Exchange Act of 1934).
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities being offered have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
each such document.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Thomas W. Gallagher, who has opined upon the validity of the
securities being registered, is the Senior Vice President, General Counsel and
Secretary of the Company, owns 5,308 shares of the Company's Common Stock and
holds options to purchase an additional 32,356 shares.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is organized under the Michigan Business Corporation
Act (the "MBCA") which, in general, empowers Michigan corporations to indemnify
a person who is a party or threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or proceeding (other
than actions by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation, or of another enterprise at such corporation's request, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith if such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders and, in the case of a
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. If a person is successful in defending against a
derivative action or third-party action, the MBCA requires that a Michigan
corporation indemnify the person against expenses incurred in the action.
2
<PAGE> 3
The MBCA also empowers Michigan corporations to provide similar
indemnity against expenses actually and reasonably incurred by such a person in
actions or suits by or in the right of the corporation except in respect of any
claim, issue or matter as to which such person is adjudged to be liable to the
corporation, unless and only to the extent that a court determines that,
despite the adjudication of the liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity.
The Company's bylaws generally require the Company to indemnify
its directors and officers to the fullest extent permissible under Michigan
law. The Company is also contractually obligated to each of its directors to
indemnify such persons to the fullest extent permissible under Michigan law.
The MBCA permits Michigan corporations to limit the personal
liability of directors for a breach of their fiduciary duty. The Company's
Articles of Incorporation, which limit liability to the maximum extent
permitted by law, provide that a director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
breach of the director's fiduciary duty. However, the MBCA and the Articles of
Incorporation do not eliminate or limit the liability of a director for any of
the following: (i) a breach of the director's duty of loyalty to the Company
or its shareholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) declaration of an
unlawful dividend, stock purchase or redemption; (iv) a transaction from which
the director derives an improper personal benefit; and (v) an act or omission
occurring prior to the date when the provision becomes effective. As a result
of the inclusion of such a provision, shareholders of the Company may be unable
to recover monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions.
Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses and
liabilities incurred in connection with the defense of certain claims, actions,
suits or proceedings which may be brought against them by reason of being or
having been directors or officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed with this registration
statement:
5 Opinion of Thomas W. Gallagher, Senior Vice
President, General Counsel and Secretary, with
respect to the legality of the Common Stock to
be registered hereunder
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Thomas W. Gallagher (contained in
Exhibit 5)
24 Power of Attorney appears on page 5 of this
Registration Statement
99 Citizens Banking Corporation Stock Option Plan
for Directors
3
<PAGE> 4
Item 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement, (a) to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement, (b) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof, and (c) to remove from registration by
means of a post-effective amendment any of the securities which remain unsold
at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling persons of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Flint, State of Michigan on July 19, 1995.
CITIZENS BANKING CORPORATION
By: /s/ Charles R. Weeks
-------------------------
Charles R. Weeks
Its: Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints John W. Ennest and Thomas W. Gallagher, and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on July 19, 1995.
Signature Title
/s/ Charles R. Weeks Chairman of the Board, Chief
- --------------------------- Executive Officer and
Charles R. Weeks Director (principal
executive officer)
/s/ John W. Ennest Vice Chairman of the Board,
- --------------------------- Chief Financial Officer,
John W. Ennest Treasurer and Director (principal
financial and accounting officer)
/s/ Edward P. Abbott Director
- ---------------------------
Edward P. Abbott
/s/ Hugo E. Braun Jr. Director
- ---------------------------
Hugo E. Braun Jr.
/s/ Jonathan E. Burroughs II Director
- ---------------------------
Jonathan E. Burroughs II
5
<PAGE> 6
/s/ Joseph P. Day Director
- ---------------------------
Joseph P. Day
/s/ Lawrence O. Erickson Director
- ---------------------------
Lawrence O. Erickson
/s/ Victor E. George Director
- ---------------------------
Victor E. George
/s/ William J. Hank Executive Vice President and Director
- ---------------------------
William J. Hank
/s/ George H. Kossaras Director
- ---------------------------
George H. Kossaras
/s/ Patricia L. Learman Director
- ---------------------------
Patricia L. Learman
/s/ William F. Nelson Jr. Director
- ---------------------------
William F. Nelson Jr.
/s/ Paul A. Rowley Director
- ---------------------------
Paul A. Rowley
/s/ William C. Shedd Director
- ---------------------------
William C. Shedd
/s/ David A. Thomas Jr. Vice Chairman of the Board and Director
- ---------------------------
David A. Thomas Jr.
/s/ James E. Truesdell Jr. Director
- ---------------------------
James E. Truesdell Jr.
/s/ Robert J. Vitito President, Chief Administrative
- --------------------------- Officer and Director
Robert J. Vitito
/s/ Kendall B. Williams Director
- ---------------------------
Kendall B. Williams
6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
- ------ -------------------------------------
<S> <C>
5 Opinion of Thomas W. Gallagher
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
99 Citizens Banking Corporation Stock Option Plan
for Directors
</TABLE>
7
<PAGE> 1
EXHIBIT 5
July 19, 1995
Citizens Banking Corporation
One Citizens Banking Center
Flint, Michigan 48502
Gentlemen:
I have served as counsel to Citizens Banking Corporation (the
"Company") in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, registering for issuance in the manner described in the Registration
Statement 200,000 shares of the Company's Common Stock (the "Common Stock")
pursuant to the Company's Stock Option Plan for Directors.
I have examined and relied upon the originals, or copies
certified or otherwise identified to my satisfaction, of such corporate
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to enable me to render the opinions expressed below.
Based upon such examination and my participation in the
preparation of the Registration Statement, it is my opinion that (1) the
Company is duly incorporated and validly existing as a corporation in good
standing under the laws of the State of Michigan and (2) the Common Stock, when
issued in the manner described in the Registration Statement, will be validly
issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Thomas W. Gallagher
-------------------------------------
Thomas W. Gallagher
Senior Vice President, General Counsel
and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 to be filed on July 21, 1995 pertaining to the Citizens Banking Corporation
Stock Option Plan for Directors of our report dated January 18, 1995, with
respect to the consolidated financial statements of Citizens Banking
Corporation incorporated by reference in its Annual Report on Form 10-K for the
year ended December 31, 1994, filed with the Security and Exchange Commission.
Ernst & Young LLP
Detroit, Michigan
July 19, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Citizens Banking Corporation on Form S-8 of our report dated February 27, 1995
on our audits of the combined financial statements of the BANC ONE Affiliate
Banks in Michigan as of December 31, 1994 and 1993 and for the years then
ended, which report is included in Citizens Banking Corporation's Current
Report on Form 8-K filed March 15, 1995 and amended on April 28, 1995.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
July 18, 1995
<PAGE> 1
EXHIBIT 99
CITIZENS BANKING CORPORATION
STOCK OPTION PLAN FOR DIRECTORS
I. GENERAL PROVISIONS
1.1 PURPOSE. The purpose of the Citizens Banking Corporation
Stock Option Plan for Directors ("Plan") is to promote the best interests of
the Corporation and its shareholders by attracting and motivating highly
qualified individuals to serve as Nonemployee Directors of the Corporation and
to encourage such Nonemployee Directors to acquire an ownership interest in the
Corporation, thus identifying their interests with those of shareholders.
1.2 DEFINITIONS. As used in this Plan, the following terms have
the meaning described below:
(a) "AGREEMENT" means the written agreement that sets forth the
terms of a Participant's Option.
(b) "BOARD" means the Board of Directors of the Corporation.
(c) "CHANGE IN CONTROL" means the occurrence of any of the
following events: (i) if any "person," together with all of such person's
"affiliates" and "associates" (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act and Rule 12b-2 promulgated under the Exchange Act),
or group of persons acting in concert, other than the Corporation, a Subsidiary
or an employee benefit plan or employee benefit plan trust maintained by the
Corporation or a Subsidiary, becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act, except that a person
also shall be deemed the beneficial owner of all securities which such person
may have a right to acquire, whether or not such right is presently
exercisable), directly or indirectly, of securities of the Corporation
representing 20% or more of the combined voting power of the Corporation's then
outstanding securities ordinarily having the right to vote in the election of
directors, provided that a person shall not be deemed the beneficial owner of
shares such person has the right to vote solely as a result of the receipt of a
revocable proxy or proxies given in response to a public solicitation made in
accordance with the applicable rules of the Exchange Act and provided further
that the acquisition of 20% or more of such securities is not approved by the
Corporation's Board of Directors; or (ii) a liquidation or dissolution of the
Corporation, sale of substantially all of the assets of the Corporation, or a
merger, consolidation or combination in which the Corporation is not the
survivor; or (iii) the addition of new members to the Board within any
consecutive 24-month period, which members constitute a majority of the Board
unless a majority of the Board consists of (aa) incumbent members of the Board
in office prior to the commencement of such 24-month period, plus (bb) new
members who were recommended or appointed by a majority of the incumbent
directors in office immediately prior to the addition of such new members to
the Board.
(d) "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
<PAGE> 2
(e) "COMMITTEE" means the Compensation and Benefits Committee of
the Corporation, which shall be comprised of two or more disinterested members
of the Board, as defined in Rule 16b-3.
(f) "COMMON STOCK" means shares of the Corporation's authorized
Common Stock.
(g) "CORPORATION" means Citizens Banking Corporation, a Michigan
corporation.
(h) "DIRECTOR" means a member of the Board of Directors of the
Corporation.
(i) "DISABILITY" means a total and permanent disability, as
defined in Code Section 22(e).
(j) "EFFECTIVE DATE" means January 20, 1995.
(k) "EMPLOYEE" means a salaried employee of the Corporation or its
Subsidiaries, who has an "employment relationship" with the Corporation or its
Subsidiaries, as defined in Treasury Regulation 1.421-7(h), and the term
"employment" means employment with the Corporation or its subsidiaries.
(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time and any successor thereto.
(m) "EXPIRATION DATE" means the date set forth in the Agreement
relating to an Option or which the right to exercise such Option shall expire
absent a termination of the Participant's term of office as a Nonemployee
Director. Unless otherwise provided in the Agreement, the Expiration Date for
an Option shall be the fifth anniversary of its Grant Date.
(n) "FAIR MARKET VALUE" means, for purposes of determining the
value of Common Stock on the Grant Date, the average of the NASDAQ high and low
prices of Common Stock transactions as reported in The Wall Street Journal for
the Grant Date. In the event that there were no Common Stock transactions on
such date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Common Stock transactions. Unless otherwise
specified in the Plan, "Fair Market Value" for purposes of determining the
value of Common Stock on the date of exercise means the average of the NASDAQ
high and low prices of such Common Stock on the last date preceding the
exercise on which there were Common Stock transactions, as reported in The Wall
Street Journal.
(o) "GRANT DATE" means the date on which an Option is awarded
pursuant to Article II.
(p) "NONEMPLOYEE DIRECTOR" means a Director who is not an Employee.
2
<PAGE> 3
(q) "NONQUALIFIED STOCK OPTION" means an Option that is not
intended to meet the requirements of Section 422 of the Code.
(r) "OPTION" means a Nonqualified Stock Option to purchase Common
Stock granted under this Plan.
(s) "PARTICIPANT" means each Nonemployee Director of the
Corporation serving from time to time, who automatically receives Option grants
hereunder.
(t) "PLAN" means the Citizens Banking Corporation Stock Option
Plan for Directors, the terms of which are set forth herein, and any amendments
hereto.
(u) "RETIREMENT" means retirement in accordance with the
Corporation's Retirement Policy for Directors.
(v) "RULE 16b-3" means Rule 16b-3 under the Exchange Act, as in
effect from time to time.
(w) "SUBSIDIARY" means a corporation defined in Code Section
424(f).
1.3 ADMINISTRATION. To the extent permitted by Rule 16b-3, the
Plan shall be administered by the Committee. The Committee shall interpret the
Plan, prescribe, amend, and rescind rules and regulations relating to the Plan,
and make all other determinations necessary or advisable for its
administration. The decision of the Committee on any question concerning the
interpretation of the Plan or its administration with respect to any Option
granted under the Plan shall be final and binding upon all Participants.
1.4 STOCK. The total number of shares of Common Stock available
for grants under the Plan shall not, in the aggregate, exceed 200,000 shares of
Common Stock, as adjusted from time to time in accordance with Article IV.
Shares subject to any unexercised portion of a terminated, forfeited, cancelled
or expired Option granted hereunder shall be available for subsequent grants
under the Plan to the extent permitted under Rule 16b-3.
1.5 AGREEMENT. No person shall have any rights under any grant
made pursuant to the Plan unless and until the Corporation and the recipient of
the grant have executed and delivered an Agreement expressly granting benefits
to such person pursuant to the Plan and containing the provisions required
under the Plan to be set forth in the Agreement. The terms of the Plan shall
govern in the event any provision of any Agreement conflicts with any term in
this Plan as constituted on the Grant Date.
3
<PAGE> 4
II. STOCK OPTIONS FOR DIRECTORS
2.1 AUTOMATIC GRANTS OF OPTIONS TO NONEMPLOYEE DIRECTORS.
(A) ELIGIBILITY. All Nonemployee Directors of the Corporation,
who have been elected by the shareholders at an Annual Meeting or who have been
appointed to fill a vacancy on the Board and are serving on the Board
immediately after an Annual Meeting shall automatically participate hereunder.
Options shall be granted annually to all Nonemployee Directors who (i) are
elected to serve at that Annual Meeting, or (ii) who are serving in the
capacity of a Nonemployee Director immediately following a subsequent Annual
Meeting. A Nonemployee Director who is elected or appointed to fill a vacancy
shall be eligible to receive an Option as of the next Annual Meeting; provided
that such individual is still serving as a Nonemployee Director immediately
following the Annual Meeting.
(B) ANNUAL GRANTS. On the date of each Annual Meeting,
Nonemployee Directors who meet the eligibility requirements in paragraph (a)
above, shall receive a grant to purchase 1,000 shares of the Corporation's
Common Stock, to be exercised within five years from the Grant Date. The grant
shall be automatic and nondiscretionary. Each Option to Nonemployee Directors
shall be evidenced by a form of Agreement for Nonemployee Directors in
accordance with the terms of the Plan. An Option granted to a Nonemployee
Director shall be exercisable in full six months following the Grant Date.
Notwithstanding the foregoing, any outstanding Option granted to a Nonemployee
Director automatically shall become vested in full upon the date of the
Nonemployee Director's retirement.
(C) NO DISCRETION. Notwithstanding any provision in the Plan to
the contrary, the Committee shall have no discretion with respect to the terms
of grants made to Nonemployee Director pursuant to this Article II, except to
the extent such discretion would not result in the grant or the Plan failing to
qualify for the disinterested Director exemption provided under Rule 16b-3.
2.2 OPTION AGREEMENT. Each Option granted pursuant to this
Article II shall be evidenced by an Agreement that shall specify the exercise
price, the term of the Option, date or dates on which the Option becomes
exercisable, the number of shares to which the Option relates, and other such
provisions as the Committee shall determine.
2.3 OPTION PRICE. The purchase price per share of Common Stock
for an Option granted pursuant to this Article II shall be equal to the Fair
Market Value per share of Common Stock on the Grant Date.
2.4 DURATION OF OPTIONS. The Expiration Date of each Option
granted pursuant to this Article II shall be the fifth anniversary of its Grant
Date.
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<PAGE> 5
2.5 EXERCISE OF SHARES SUBJECT TO OPTION. Options granted under
this Article II shall become exercisable six months following the Grant Date of
each Option. Once exercisable, such Options may be exercised at any time and
from time to time until the Expiration Date of such Options, unless earlier
terminated pursuant to Article 3.
2.6 PAYMENT FOR OPTION SHARES. The purchase price for shares of
Common Stock to be acquired upon exercise of an Option granted hereunder shall
be paid in full at the time of exercise in any of the following ways: (a) in
cash, (b) by certified check, bank draft or money order, (c) by delivery to the
Corporation of previously-acquired shares of the Corporation's Common Stock
with a Fair Market Values (determined on the last trading date immediately
preceding the date of exercise) equal to the exercise price; or (d) by any
combination of the foregoing.
III. TERMINATION
3.1 PRIOR TO EXERCISABILITY. Except as provided in Section 2.1(b)
for Retirement, if a Participant's term of office as a Nonemployee Director is
terminated for any reason prior to the date that an Option or a portion thereof
first becomes exercisable, such Option or portion thereof shall terminate and
all rights thereunder shall cease.
3.2 AFTER EXERCISABILITY. To the extent an Option is exercisable
and unexercised on the date a Participant's term of office as a Nonemployee
Director is terminated for any reason, the Option shall terminate on the
earlier of (i) the Expiration Date of the Option, or (ii) three months after
such Participant's termination; provided, however, that the exercise period in
clause (ii) shall be extended to one year after termination if the termination
is due to the Participant's death, Disability or Retirement.
3.3 POST-TERMINATION EXERCISE. During the period from the
Participant's termination of services as a Nonemployee Director until the
termination of the Option, the Participant, or the person or persons to whom
the Option shall have been transferred by will or by the laws of descent and
distribution, may exercise the Option only to the extent that such Option was
exercisable on the date of the Participant's termination.
IV. ADJUSTMENTS AND CHANGE IN CONTROL
4.1 ADJUSTMENTS.
(a) The total amount of Common Stock for which Options may be granted
under the Plan, and the number of shares subject to any such grants (both as to
the number of shares of Common Stock and the Option price), shall be adjusted
pro rata for any increase or decrease in
5
<PAGE> 6
the number of outstanding shares of Common Stock resulting from payment of a
stock dividend on Common Stock, a subdivision or combination of shares of
Common Stock, or a reclassification of Common Stock.
(b) The foregoing adjustments shall be made by the Committee. Any
such adjustment shall provide for the elimination of any fractional share which
might otherwise become subject to an Option.
4.2 CHANGE IN CONTROL. Notwithstanding anything contained herein
to the contrary, upon a Change in Control, any outstanding Option granted
hereunder immediately shall become exercisable in full.
V. MISCELLANEOUS
5.1 PARTIAL EXERCISE. The Committee shall permit, and shall
establish procedures for, the partial exercise of Options under the Plan.
5.2 RULE 16b-3 REQUIREMENTS. Notwithstanding any other provision
of the Plan, the Committee may impose such conditions on the exercise of an
Option as may be required to satisfy the requirements of Rule 16b-3.
5.3 RIGHTS PRIOR TO ISSUANCE OF SHARES. No Participant shall have
any rights as a shareholder with respect to shares covered by an Option until
and only to the extent that the Option is exercised.
5.4 NON-ASSIGNABILITY. Except as set forth below, no Option shall
be transferable by a Participant except by will or the laws of descent and
distribution and during the lifetime of a Participant, an Option shall be
exercised only by the Participant. Notwithstanding the foregoing, to the
extent permitted by Rule 16b-3 of the Securities Exchange Act of 1934, as
amended from time to time, an Option may be transferred by a Participant to a
living trust of which the Participant is the grantor and beneficiary during
this lifetime, if such transfer shall not be deemed to constitute a change in
beneficial ownership. No transfer of an Option by will or the laws of descent
and distribution (or to a living trust as applicable) shall be effective to
bind the Corporation unless the Corporation shall have been furnished with
written notice thereof and a copy of the will (or trust) or such evidence as
the Corporation may deem necessary to establish the validity of the transfer
and the acceptance by the transferee of the terms and conditions of the Option.
6
<PAGE> 7
5.5 SECURITIES LAWS.
(a) Anything to the contrary herein notwithstanding, the
Corporation's obligation to sell and deliver Common Stock pursuant to the
exercise of an Option is subject to such compliance with federal and state
laws, rules and regulations applying to the authorization, issuance or sale of
securities as the Corporation deems necessary or advisable. The Corporation
shall not be required to sell and deliver Common Stock unless and until it
receives satisfactory assurance that the issuance or transfer of such shares
shall not violate any of the provisions of the Securities Act of 1933 or the
Exchange Act, or the rules and regulations of the Securities and Exchange
commission promulgated thereunder or those of the National Association of
Securities Dealers, Inc. or any stock exchange on which the Common Stock may be
listed, the provisions of any state laws governing the sale of securities, or
that there has been compliance with the provisions of such acts, rules,
regulations and laws.
(b) The Committee may impose such restrictions on any shares of
Common Stock acquired pursuant to the exercise of an Option as it may deem
advisable, including, without limitation, restrictions (i) under applicable
federal securities laws, (ii) required by the NASDAQ Stock Market (including,
without limitation, with respect to securities traded on the NASDAQ National
Market or the NASDAQ Small Cap Market) or any stock exchange or other
recognized trading market upon which such shares of Common Stock are then
listed or traded, and (iii) under any blue sky or state securities laws
applicable to such shares. No shares shall be issued until counsel for the
corporation has determined that the Corporation has complied with all
requirements under appropriate securities laws.
5.6 TERMINATION AND AMENDMENT.
(a) The Board may terminate the Plan, or the granting of Options
under the Plan, at any time. No new grants shall be made under the Plan after
January 19, 2005.
(b) The Board may amend or modify the Plan at any time and from time
to time, but, unless otherwise permitted under Rule 16b-3 without shareholder
approval, no amendment or modification, without the approval of the
shareholders of the Corporation, shall (i) materially increase the benefits
accruing to Participants under the Plan, (ii) increase the amount of Common
Stock for which grants may be made under the Plan, except as permitted under
Sections 1.4 and 4.1, or (iii) change the provisions relating to the
eligibility of individuals to whom grants may be made under the Plan. Unless
otherwise permitted under Rule 16b-3, this Plan shall not be amended more than
once in any six month period other than to comply with changes in the Code.
(c) No amendment, modification or termination of the Plan shall
adversely affect any Option granted under the Plan without the consent of the
Participant holding the Option.
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5.7 EFFECT ON SERVICES. Neither the adoption of the Plan nor the
granting of any Option pursuant to the Plan shall be deemed to create any right
in any individual to be retained as a Nonemployee Director.
5.8 USE OF PROCEEDS. The proceeds received from the sale of
Common Stock pursuant to the Plan shall be used for general corporate purposes
of the Corporation.
5.9 APPROVAL OF PLAN. The Plan shall be subject to the approval
of the holders of at least a majority of the shares of Common Stock of the
Corporation present and entitled to vote at a meeting of shareholders of the
Corporation held within 12 months after adoption of the Plan by the Board. Any
Option granted under the Plan prior to such shareholder approval, shall be
conditioned upon receipt of such approval, and may not be exercised in whole or
in part unless the Plan has been approved by the shareholders as provided
herein. If not approved by shareholders within 12 months after approval by the
Board, the Plan shall be rescinded, and any Options granted under the Plan
shall be void retroactive to the Grant Date.
THIS DIRECTORS' STOCK OPTION PLAN is hereby executed on this 18th day of April,
1995.
CITIZENS BANKING CORPORATION
By: /s/ Charles R. Weeks
------------------------------------------
Charles R. Weeks
Its: Chairman and Chief Executive Officer
BOARD APPROVAL: 1/20/95
SHAREHOLDER APPROVAL: 4/18/95
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